Scailex Announces Management Buyout of Jemtex

Monday, August 07, 2006

Press release from the issuing company

TEL AVIV, Israel, August 4 -- Scailex Corporation Ltd. announced today that it has entered into a reorganization agreement with senior management of Jemtex InkJet Printing Ltd., under which Scailex transferred the majority of its holdings in Jemtex to two senior managers. As a result, Scailex's interest in Jemtex was reduced from approximately 75% to 15%.
Under the reorganization agreement, Scailex converted approximately $6.7 million out of $9.7 million of outstanding loans provided by Scailex to Jemtex into shares of Jemtex. The remaining $3.0 million loan is payable to Scailex over a period of five to seven years, except that the loan will be deemed fully satisfied if $1.0 million is paid to Scailex before the end of 2006 (and, if such sum is paid before mid-September 2006, Scailex's remaining holdings in Jemtex will be further reduced from 15% to 10%). In addition, for so long as the $3.0 million loan remains outstanding, Scailex will have an option to invest $5.0 million in Jemtex's shares at a pre-investment valuation of Jemtex of $20.0 million. As part of the transaction, the senior managers committed to continue their employment in Jemtex for several years.
As of March 31, 2006, Jemtex was fully consolidated in Scailex's financial statements, and its net book value on Scailex's balance sheet was nominal. Jemtex's quarterly impact on Scailex's results over the last 4 quarters was an average loss of approximately $1 million (including technology amortization). Scailex is currently reviewing the accounting method applicable to its holdings in Jemtex subsequent to the transaction.
Yahel Shachar, Scailex's CEO, commented: "Following the sale of the operations of Scitex Digital Printing and Scitex Vision, Scailex is no longer a significant player in the field of digital printing and is currently exploring strategic alternatives in new areas of operations. Continuing our support, financial or otherwise, of Jemtex is not consistent with such goals, and, therefore, we have determined to provide Jemtex's management the opportunity to continue building the company. I would like to thank Jemtex's management and employees for their hard work and professionalism and wish them success in their new path."